Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of [●], 2020 by and between Foley Trasimene Acquisition Corp. II (the
“Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-[●] (the “Registration Statement”) and prospectus (the “Prospectus”),
for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of
the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable
warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter
referred to as the “Offering”), has been declared effective as of the date hereof (the “Effective Date”)
by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Registration Statement);


 


WHEREAS, Credit Suisse Securities (USA)
LLC and BofA Securities, Inc. are acting as the representatives of the underwriters (the “Representatives”) in the
Offering pursuant to an underwriting agreement between the Company and the underwriters (“Underwriting Agreement”);


 


WHEREAS, simultaneously with the
Offering, the Company’s sponsor will be purchasing 17,333,333 warrants (“Private Placement Warrants”) from
the Company for an aggregate purchase price of $26,000,000 (and additional amounts of Private Placement Warrants from the
Company if the underwriters exercise their over-allotment option, up to  19,733,333 Private Placement Warrants for an
aggregate purchase price of $29,600,000 if the underwriters’ over-allotment option is exercised in full);


 


WHEREAS, as described in the Prospectus,
and in accordance with the Company’s Second Amended and Restated Certificate of Incorporation, as the same may be amended
from time to time (the “Charter”), $1,200,000,000 of the gross proceeds of the Offering and sale of the Private Placement
Warrants ($1,380,000,000 if the underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee
to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of shares of the Common Stock included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”; the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public
Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $66,000,000, or $75,900,000 if the underwriters’ over-allotment option
is exercised in full, is attributable to deferred underwriting discounts and commissions that may become payable by the
Company to the underwriters upon the completion of an initial business combination (as described in the Prospectus, a
“Business Combination”) (the “Deferred Discount”); and


 





WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 






     


     


    

 


NOW THEREFORE, IT IS AGREED:


 


1.             Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)       Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the
Trustee that is reasonably satisfactory to the Company;


 


(b)       Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)       In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined
by the Company; the trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank
credits or other consideration during such periods;


 


(d)       Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)       Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)        Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)       Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)       Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)        Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer,
Corporate Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (and less
up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), only as directed in
the Termination Letter and the other documents referred to therein; or (y) the later of (1) 24 months after the closing of the
Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s
Charter, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property
in the Trust Account, including interest not previously released to the Company pursuant to pay its taxes (less up to $100,000
of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public
Stockholders of record as of such date; provided further, that the Trustee has no obligation to monitor or question the Company’s
position that an allocation has been made for taxes payable;


 


    
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(j)         Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property
requested by the Company to cover any tax obligation owed by the Company, which amount shall be delivered directly to the Company
by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing
authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation,
the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such
distribution, so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided, further,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial
officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(k)        Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the remitting brokers on behalf of Public Stockholders redeeming shares of
the Common Stock the amount required to pay redeemed shares of Common Stock from Public Stockholders; and


 


(l)         Not
make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), (j), or (k)
above.


 


2.             Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:





 


(a)        Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer,
Corporate Secretary or other authorized officer of the Company. In addition, except with respect to its duties under Sections
1(i), (j), and (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the
persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 






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(b)       Subject
to the provisions of Section 4 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against,
any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with
any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c)        Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as set forth on
Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i)
solely in connection with the completion of a Business Combination. The Company shall pay the Trustee the initial acceptance fee
and first year’s fee at the consummation of the Offering and thereafter on the anniversary of the Effective Date. The Company
shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A and as may be provided in Section 2(b) hereof;


 


(d)        In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes (which firm
may be the Trustee) verifying the vote of the Company’s stockholders regarding such Business Combination;


 


(e)        In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee
disbursement instructions which would be prohibited under this Agreement;


 


(f)        Within
five business days after the Representatives, on behalf of the underwriters in the Offering, exercises the over-allotment option
(or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing (with
a copy to the Representatives) of the total amount of the Deferred Discount;


 


(g)        In
the event the Company is entitled to receive a tax refund on its tax obligation, and promptly after the amount of such refund is
determined on a final basis, provide the Trustee with notice in writing (with a copy to the Representatives) of the amount of such
tax refund; and


 






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(h)        If
the Company seeks to amend any provisions of its Charter that would affect the substance or timing of the Company’s Public
Stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or with respect
to any other provisions relating to the rights of holders of the Common Stock, (in each case, an “Amendment”), the
Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D
providing instructions for the distribution of funds to Public Stockholders who exercise their conversion option in connection
with such Amendment.


  


3.             Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)        Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(b)        Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given
as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(c)        Change
the investment of any Property, other than in compliance with Section 1 hereof;


 


(d)        Refund
any depreciation in principal of any Property;


 


(e)        Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)         To
anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely
conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and
the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper
person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the
proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 






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(g)       Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)       File
local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property;


 


(i)         Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section
1(j));


 


(j)         Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; and


 


(k)        Verify
calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i),
(j), or (k) hereof.


 


4.             Trust
Account Waiver. The Trustee has no right of set off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Sections 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.             Termination.
This Agreement shall terminate as follows:


 


(a)        If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that
the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 



 



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(b)       At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i)
hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 2(b).


 


6.             Miscellaneous.


 


(a)       The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account
numbers, and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank. Except
for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable
for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)       This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)       This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), (j), (k), and (l) hereof (which sections may not be modified, amended or deleted
without the affirmative vote of sixty-five percent (65%) or more of the then issued and outstanding shares of Common Stock and
Class B common stock, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment
will affect any Public Stockholder who has properly elected to redeem his, her or its shares of Common Stock in connection with
a stockholder vote to amend this Agreement that would affect the substance or timing of the Company’s obligation to redeem
100% of its Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the
Company’s Charter or with respect to any other provisions relating to the rights of holders of the Common Stock), this Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed
by each of the parties hereto.


 


(d)       The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder.


 


(e)       Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
facsimile transmission or by electronic mail:


 






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if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

E-mail: fwolf@continentalstock.com

E-mail: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Foley Trasimene Acquisition Corp. II

1701 Village Center Circle

Las Vegas, Nevada 89134

Attn:     Michael L. Gravelle

E-mail: MGravelle@fnf.com


 


in either case with a copy to:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attn:     Alexander D. Lynch, Esq.

E-mail:  alex.lynch@weil.com


 


and:


 


Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Attn: Niron Stabinsky

E-mail: niron.stabinsky@credit-suisse.com


 


and:


 


BofA Securities, Inc.


One Bryant Park


New York, New York 10036


Attn:


Email:


 


with a copy to:


 


Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attn:      Derek J. Dostal, Esq.

              Deanna L. Kirkpatrick, Esq.







E-mail:  derek.dostal@davispolk.com

              deanna.kirkpatrick@davispolk.com


 



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(f)        No
party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of the other person
or entity.


 


(g)       Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 


(h)       This
Agreement is the joint product of the Company and the Trustee and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)        This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)         Each
of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the several underwriters,
are third party beneficiaries of this Agreement.


 


(k)        Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature Page Follows]





 






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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	 
	 	 	Name:   Francis Wolf
	 	 	Title:     Vice President
	 	 
	 	FOLEY TRASIMENE ACQUISITION CORP. II
	 	 
	 	By:	 
	 	 	Name:   Michael L. Gravelle
	 	 	Title:     General Counsel and Corporate Secretary






 


[Signature
Page to Investment Management Trust Agreement]


 






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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of Offering by wire transfer	 	$	3,500.00	 
	 	 	 	 	 	 	 
	Annual fee	 	First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000.00	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	 	Billed to Company following disbursement made to Company under Section 1(i), (j), and (k)	 	$	250.00	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 






 






    Schedule A


     


    

 


EXHIBIT A


 


[Letterhead of Company]

[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:      Trust Account Termination Letter


 


Dear Mr. Wolf & Ms. Gonzalez


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Foley Trasimene Acquisition Corp. II (the “Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of [●], 2020 (the “Trust Agreement”), this is to advise
you that the Company has entered into an agreement with [●] (“Target Business”) to complete a business combination
with Target Business (the “Business Combination”) on or about [●]. The Company shall notify you at least seventy-two
(72) hours in advance of the actual date of the completion of the Business Combination (the “Completion Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate the Trust Account investments and to transfer the proceeds to the above-referenced
account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Completion Date, all of funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Completion Date. It is acknowledged
and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest
or dividends.


 


On the Completion Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been completed, (ii) the Company shall deliver
to you (a) a certificate by the General Counsel and Corporate Secretary which verifies the vote of the Company’s stockholders
in connection with the Business Combination and (b) written instructions with respect to the transfer of the funds held in the
Trust Account (“Instruction Letter”) and (iii) the Representatives shall deliver to you written instructions for delivery
of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the counsel’s letter and the Instruction Letter, (x) to the Representatives in an amount equal to the Deferred
Discount as directed by the Representatives and (y) the remainder in accordance with the terms of the Instruction Letter. In the
event that certain deposits held in the Trust Account may not be liquidated by the Completion Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed
after the Completion Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.


 






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In the event that the Business Combination
is not completed on the Completion Date described in the notice thereof and the Company has not notified you on or before the original
Completion Date of a new Completion Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the
Completion Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	FOLEY TRASIMENE ACQUISITION
    CORP. II
	 	 
	 	By:	 
	 	 	Name:   Michael L. Gravelle
	 	 	Title:     General Counsel and Corporate Secretary






 


	cc:	Credit Suisse Securities (USA) LLC
	 	BofA Securities, Inc.







 






    A-2


     


    

 


EXHIBIT B


 


[Letterhead of Company]

[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:      Trust Account Termination Letter


 


Dear Mr. Wolf & Ms. Gonzalez


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Foley Trasimene Acquisition Corp. II (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), this is to advise
you that the Company has been unable to effect a business combination within the time frame specified in the Company’s second
amended and restated certificate of incorporation, as described in the Company’s prospectus relating to its initial public
offering of securities. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate the Trust Account investments, and to transfer the total proceeds to the trust
operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected as
the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the
trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the second
amended and restated certificate of incorporation of the Company. Upon the distribution of all the funds in the trust account,
your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	FOLEY TRASIMENE ACQUISITION
    CORP. II
	 	 
	 	By:	 
	 	 	Name:   Michael L. Gravelle
	 	 	Title:     General Counsel and Corporate Secretary









 


	cc:	Credit Suisse Securities (USA) LLC
	 	BofA Securities, Inc.







 






    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]

[insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:     Trust Account - Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf & Ms. Gonzalez


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Foley Trasimene Acquisition Corp. II (the “Company”) and Continental Stock Transfer
& Trust Company, dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver
to the Company $[●] of the interest income earned on the Property as of the date hereof.


 


The Company needs such funds to pay its
tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	FOLEY TRASIMENE ACQUISITION
    CORP. II
	 	 
	 	By:	 
	 	 	Name:   Michael L. Gravelle
	 	 	Title:     General Counsel and Corporate Secretary






 


	cc:	Credit Suisse Securities (USA) LLC
	 	BofA Securities, Inc.




 






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EXHIBIT D


 


[Letterhead of Company]

[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:     Trust Account - Extension Notification/Redemption Withdrawal
Instruction Letter


 


Dear Mr. Wolf & Ms. Gonzalez


 


Reference is made to the Investment Management
Trust Agreement between Foley Trasimene Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust
Company, dated as of [●], 2020 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(k) of the Trust Agreement,
this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[●] of the proceeds of the
Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the stockholders that have requested
conversion of their shares in connection with such Amendment.


 


	 	Very truly yours,
	 	 
	 	FOLEY TRASIMENE ACQUISITION
    CORP. II
	 	 
	 	By:	 
	 	 	Name:   Michael L. Gravelle
	 	 	Title:     General Counsel and Corporate Secretary






 


	cc:	Credit Suisse Securities (USA) LLC
	 	BofA Securities, Inc.






 






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